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HomeMy WebLinkAboutResolution - 83-289A83-289B83-289C - Relating to Sale of $2,200,000 General Obligation Improvement BondsRelating to Sale of $300,000 Certificates of IndebtednessRelating to Sale of $400,000 General Obligation Water Revenue Bonds - 11/29/1983 CERTIFICATION OF MINUTES RELATING TO $2 , 200 , 000 GENERAL OBLIGATION IMPROVEMENT BONDS Issuer : City of Eden Prairie , Minnesota Governing body: City Council Kind , date , time and place of meeting : A special meeting held on Tuesday, November 29 , 1983 , at 7 : 30 o ' clock P . M . , C . S . T . , at the City Hall . Members present : Mayor Wolfgang Penzel , Counci 1 Members : George Tangen , Paul Redpath , George Bentley. Members absent : Council Member Richard Anderson Documents attached : Minutes of said meeting ( including) : RESOLUTION NO . 83-289 14 RESOLU`i'ION RELATING TO $2 , 200 , 000 GENERAL OBLIGATION IMPROVEMENT BONDS; AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND DETAILS , AND PROVIDING FOR THE r. EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR I , the undersigned , being the duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto , as described above, have been carefully compared with the original records of the corporation in my legal custody, from which they have been transcribed; that the documents are a correct and complete transcript of the minutes of a meeting of the governing body of the corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at the meeting, insofar as they relate to the obligations ; and that the meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above , pursuant to call and notice given as required by law. WITNESS my hand officially as such recording officer this 30th day of November , 1983 . (2-,-Ak John D . Frane Finance Director-Clerk Counc i lmember Redpa th introduced the following resolution and moved its adoption: RESOLUTION NO. 83-289 RESOLUTION RELATING r0 $2 , 200 , 000 GENERAL OBLIGATION IMPROVEMENT BONDS ; AUTHORIZING THE ISSUANCE , AWARDING THE SALE, FIXING THE FORM AND DETAILS , AND PROVIDING FOR THE EXECUTION AI-'D DELIVERY THEREOF AND SECURITY THEREFOR BE IT RESOLVED by the City Council (the Council ) of the City of Eden Prairie, Minnesota (the City) , as follows : Section 1 . Authorization and Sale . 1 . 01 . Authorization . This Council has heretofore ordered the local improvements designated below (the Improvements ) to be constructed in or acquired by the City, and has contracted or will contract for the construction or acquisition of. each Improvement , pursuant to Minnesota Statutes , Chapter 429 . The designation and estimated total cost of the improvements are : Project Designation Estimated Cost Project costs $2,092 ,000 Cost of issuance 25 ,000 Capitalized interest 48,000 ( 8. 75%) Discount 35,000 $2 ,200 ,000 It is hereby found and determined that it is necessary and expedient for the City to issue and sell its general obligation improvement bonds in the principal amount of $2 , 200 , 000 to finance the cost of the Improvements , pursuant to Minnesota Statutes , Chapter 429 . The obligations shall be general obligation negotiable securities denominated General Obligation Improvement Bonds , issued in the aggregate principal amount of $2 , 200 , 000 ( the Bonds ) . 1 . 02 . Sale . Notice of sale of the Bonds has been duly published and the Council has publicly received, opened and considered all sealed bids presented in conformity with the yY Notice . The most favorable of such bids is ascertained to be that of Norwes t Securi ties of Minneapolis__ �1t]eapol is i Minnesota and associates , to purchase the Bonds at a price of $ 2 , 165,000 plus interest accrued on all Bonds to the day of delivery and payment . It is hereby found and determined that said bid is reasonable and advantageous to the City, and the sale of the Bonds is hereby awarded to said bidder . 1 . 03 . Contract for Sale . The Mayor and City Manager are hereby authorized and directed on behalf of the City to execute a contract for the sale of the Bonds in accordance with the terms of said bid. The good faith check of the successful bidder shall be retained by the City Finance Director-Clerk until the Bonds have been delivered and the purchase price paid . 1 . 04 . Issuance of Bonds_ . All acts , conditions and things which are required by the Constitution and laws of the State of Minnesota to be done , to exist , to happen and to be performed precedent to and in the valid issuance of the Bonds having been done , existing, having happened and having been performed, it is now necessary for this Council to establish the form and terms of the Bonds , to provide security therefor and to issue the Bonds forthwith . Section 2 . Form of Bonds . The Bonds shall be prepared in substantially the following form: -2- [Face of the Bonds ] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE GENERAL OBLIGATION IMPROVEMENT BOND Date of Rate Maturity Original Issue CUSIP December 1 , 1983 No . $ KNOW ALL MEN BY 'THESE PRESENTS that the City of Eden Prairie, Hennepin County, Minnesota (the City) , acknowledges itself to be indebted and , for value received, hereby promises to pay to P or registered assigns , the principal sum of DOLLARS , on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable on March 1 and September 1 in each year , commencing September 1 , 1984 , to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately• preceding month, all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. The interest hereon and, upon presentation and surrender hereof , the principal hereof are payable in lawful money of the United States of America by check or draft drawn by Norwest Bank , N.A. in Minneapolis—. Minnesota A. as Bond Registrar , Transfer Agent and Paying Agent ( the Bond Registrar) , or its successor designated under the Resolution described herein . Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth hereon . This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall -3- have been executed by the Bond Registrar by manual signature of one of its authorized representatives . IN WITNESS WHEREOF, the City of Eden Prairie , Hennepin County, State of Minnesota , by its City Council , has caused this Bond to be executed by the facsimile signatures of the Mayor and the City Manager , attested by the Finance Director-Clerk and by a printed facsimile of -the official seal of the City and has caused this Bond to be dated as of the date set forth below . Dated : Attest . (Facsimile Signature ) (Facsimile Signature) Finance Director. -Clerk Mayor (Facsimile Signature) City Manager (Facsimile Seal ) CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. By — Authorized Representative [Reverse of the Bonds ] This Bond is one of an :issue in the aggregate principal amount of $2 , 200 , 000 (the Bonds ) , issued pursuant to a resolution adopted by the City Council on November 29 , 1983 ( the Resolution) to finance the costs of construction of certain local improvements in the City (the Improvements ) , and :_s issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes , -4- Chapters 429 and 475 . This Bond is payable primarily from the 1983 Improvement Bond Fund (the Bond Fund) of the City, but the City is required by law to pay maturing principal hereof and interest hereon from any available funds of the City if moneys on hand in the Bond Fund are insufficient therefor . The Bonds are issuable only as fully registered bonds , in denominations of $5 , 000 or any multiple thereof , of single maturities . Bonds maturing in the years 1985 through 1990 are payable on their respective stated maturity dates without option of prior payment , but Bonds having stated maturity dates in the years 1991 through 2001 are each subject to redemption and prepayment , at the option of the City and in inverse order of maturities and by lot , assigned in proportion to their principal amount , within any maturity, on March 1 , 1990 and on any interest payment date thereafter , at a price equal to the principal amount thereof to be redeemed plus interest accrued to the date of redemption . At least thirty days prior to the date set for redemption of any Bond , notice of the call for redemption will be published in a daily or weekly periodical , published in a Minnesota city of the first class or its metropolitan area , which circulates throughout the state and furnishes financial news as a part of its service, and will be mailed to the Bond Registrar and to the registered owner of each Bond to be redeemed at his address appearing in the Bond Register , but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond . Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge , representing the remaining principal amount outstanding . As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar , by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar , duly executed by the registered owner or his attorney; and may also be surrendered in exchange for Bonds of other authorized denominations . Upon such transfer or exchange , the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner , of the same aggregate principal amount , bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax , fee or governmental charge required to be paid with respect to such transfer or exchange . The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute -5- owner hereof , whether this Bond is overdue or not , for the purpose of receiving payment and for all other purposes , and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVF-NANTED AND AGREED that all acts , conditions and things required by the Constitution and laws of the State of Minnesota to be done , to exist , to happen and to be performed precedent to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City according to its terms have been done , do exist , have happened and have been performed in regular and due form as so required; that prior to the issuance hereof , the City has levied ad valorem taxes upon all taxable property within the City and has agreed to levy special assessments on property specially benefited by the Improvements , collectible in the years and amounts required to produce sums not less than five percent in excess of the principal of and interest on the Bonds as such principal and interest respectively become due, and has appropriated the same to the Bond Fund in the manner specified in Minnesota Statutes , Sections 429 . 091 and 475 . 61; that , in the event of any accumulated or anticipated deficiency in the Bond Fund, additional ad valorem taxes are required by law to be levied upon all taxable property in the City without limitation as to rate or amount ; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation. The following abbreviations , when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to the applicable laws or regulations : TEN COM -- as tenants 1JNIF GIFT MIN ACT . . . . . Custodian . . . . . in common (Cust ) (Minor) TEN ENT -- as tenants by the entireties under Uniform Gifts to JT TEN -- as joint tenants Miners with right of survivorship and Act . . . . . . . . . . . . . . . . . . . . . . not as tenants in (State) common Additional abbreviations may also be used . -6- ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells , assigns and transfers unto _ the within Bond and all rights thereunder , and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof , with full power of substitution in the premises . Dated : PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER NOTICE : The signature to this OF ASSIGNEE : assignment must correspond with -the name as it appears upon the face of the within Bond in every particular , without alteration or enlargement or any change whatsoever . Signature( s) must be guaranteed by a commercial bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges . f Section 3 . Bond Terms , Execution and Deliver. 3 . 01 . Maturities , Interest Rates , Denominations , Payment . The City shall forthwith issue and deliver the Bonds , which shall be denominated "General Obligation Improvement Bonds " and shall be payable primarily from the 1983 Improvement Bond Fund created in Section 4 . 02 hereof . The Bonds shall be issuable in the denomination of $5 , 000 each or any' integral multiple thereof , shall mature on March 1 in the years and amounts set forth below, and Bonds maturing in such years and amounts shall bear interest from date of issue until paid or duly called for redemption at the rates per annum shown opposite such years and amounts as follows : Year Amount Rate Year Amount Rate 1985 $ 100 , 000 8. 75% 1994 $125, 000 9 .20% 1986 125 , 000 8. 75 ' 1995 125 , 000 9 .40 1987 125 , 000 8. 75% 1996 125, 000 9 . 50 1988 125 , 000 8. 75"0' 1997 125 , 000 9 .600Z 1989 125 , 000 8. 75% 1998 150 , 000 9 . 70% 1990 125 , 000 8. 75% 1999 150 , 000 9 .8010/1 1991 125 , 000 8. 750,, 2000 150 , 000 9 .90;0/ y 1992 125 , 000 8. 75;'� 2001 150 , 000 9 .90/ 1993 125 , 000 9 .00% -7- The Council finds and determines that such maturities , as set forth above, are warranted by the anticipated collection of the special assessments and ad valorem taxes levied or to be levied for the cost of the Improvements . The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond , the principal amount thereof , shall be payable by check or draft issued by the Registrar described herein . 3 . 02 . Dater ; Interest Payment Dates . Each Bond shall be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment , unless ( i ) the date of authentication is an interest payment date to which interest has been paid or made available for payment , in which case such Bond shall be dated as of the date of authentication, or ( ii) the date of authentication is prior to September 1 , 1984 , in which case such Bond shall be dated as of December 1 , 1983 . The interest on the Bonds shall be payable on March land September 1 in each year , commencing September 1 , 1984 , to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 3 . 03 . Registration . The City shall appoint , and shall maintain, a bond registrar , transfer agent and paying agent (the Registrar) . The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows : (a) Register . The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, ' transfarred or exchanged . (b ) Transfer of Bonds . Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer , in form satisfactory to the Registrar , duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver , in the name of the designated transferee or transferees , one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor . The Registrar may, however , close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date . -8- -- - - -- - — - — _ _ ."1`7.:=:5�^9-"*..ri.e-�d.. :. Vic•-cr.•. ;:ti,...+.w,'.Y�,, n (c ) Exchangge of Bonds . Whenever any Bond is surrendered by the registered owner for exchange , the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner ' s attorney duly authorized in writing. (d) Cancellation_ . R11 Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City . (e) Improper or Unauthorized Transfer . When any Bond is presented to the Registrar for transfer , the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal , in good faith, to make transfers which it , in its judgment , deems improper or unauthorized . ( f ) Persons Deemed Owners . The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not , for the purpose of receiving payment of , or on account of , the principal of and interest on such Bond and for all other purposes , and all such payments so made to any such registered owner or upon the owner ' s order shall be valid and effectual to satisfy and discharge the liability of the City upon such Bond to the extent of the sum or sums so paid . ( g ) Taxes , Fees and Charges . For every transfer or exchange of Bonds , the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar .for any tax , fee or other governmental charge required to be paid with respect to such transfer or exchange . (h) Mutilated, Lost , Stolen or Destroyed. Bonds . In case any Bond shall become mutilated or be lost , stolen or destroyed, the Registrar shall deliver a new Bond of like amount , number , maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond lost , stolen or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond lost , stolen or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Bond was lost , stolen or destroyed, and of the ownership thereof , and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it , in which both the City and the Registrar shall be named as obligees . All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, lost , stolen or destroved Bond has already matured or been called for redemption in accordance with its terms , it shall not be necessary to issue a new Bond prior to payment . 3 . 04 . Appointment of Initial Registrar . The City hereby appoints mie-st_Bank . N_A_ _ innPapolis , MinnPan±a _, as the initial_ Registrar . The Mayor and the City Manager are authorized to execute and deliver , on behalf of the City, a contract with ND_nLest Bank . _11�. Minneapolis . Minnesota as Registrar . Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation. is a bank or trust company authorized by law to conduct such business , such corporation shall be authorized to act as successor Registrar . The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove any Registrar upon thirty (30) days ' notice and upon the appointment of a successor s Registrar , in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar . On or before each principal or interest due date , without further order of this Council , the Finance Director-Clerk shall transmit to the Registrar , from the 1983 Improvement Bond Fund described in Section 4 . 02 hereof , moneys sufficient for the payment of all principal and interest then due . 3 . 05 . Redemption . Bonds maturing in the years 1985 through 1990 shall not be subject to redemption prior to maturity, but Bonds maturing in the years 1991 through 2001 shall each be subject to redemption and prepayment , at the option of the City, in inverse order of maturities and by lot, assigned in proportion to their principal amount , within any maturity, on March 1 , 1990 and on any interest payment date thereafter at a price equal to the principal amount thereof to be redeemed plus interest accrued to the date of redemption . At least thirty days prior to the date set for redemption of any Bond , the Finance Director-Clerk shall cause notice of the call for redemption to be published in a daily or weekly periodical published in a Minnesota city of the first class or its metropolitan area, which circulates throughout the state and furnishes financial news as a part of its service, and to be mailed to the Registrar and to the registered owner of each -10- Bond to be redeemed, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure . 3 . 06 . Preparation and Delivery. The Bonds shall be prepared under the direction of the Finance Director-Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the City Manager , attested by the Finance Director-Clerk , and shall be sealed with the official corporate seal of the City; provided that said signatures and the corporate seal may be printed, engraved, or lithographed facsimiles thereof . In case any officer whose signature, or a facsimile of whose signature , shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes , the same as if such officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on such Bond has been duly Executed by the manual signature of an authorized representative of the Registrar . Certificates of authentication on different Bonds need not be signed by the same representative . The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution . When the Bonds have been so executed and authenticated, they shall be delivered by the Finance Director-Clerk to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the purchaser shall not be obligated to see to the application of the purchase price . Section 4 . Security Provisions . 4 . 01 . 1983 Improvement Construction Fund . There is hereby created a special fund to be designated as the " 1983 Improvement Construction Fund" (the Construction. Fund) , to be held and administered by the Finance Director-Clerk separate and apart from all other funds of the City . The City appropriates to the Construction Fund ( a) the proceeds of the sale of the Bonds , except any accrued interest received from the purchaser in the sale of the Bonds , and (b) all collections of special assessments levied for the Improvements prior to completion and payment or all costs of the Improvements . The Construction Fund shall be used solely to defray expenses of the Improvements including , but not Iiadted to , the transf er to the 1983 Improvement Bond -Fund, created pursuant to Section 4 . 02 hereof , of amounts sufficient for the payment of interest -11- and principal , if any, due upon the Bonds prior to the completion and payment of all costs of the Improvements . A separate account shall be maintained in the Construction Fund to record expenditures for each Improvement , and when the total cost thereof has been paid, all subsequent collections of special assessments levied for that Improvement shall be credited and paid into the 1983 Improvement Bond Fund. Upon completion and payment of all costs of the Improvements , any balance of the proceeds of Bonds remaining in the Construction Fund may be used to pay the cost , in whole or in part , of any other improvements instituted pursuant to Minnesota Statutes , Chapter 429 , as directed by this Council , but any balance of such proceeds not so used shall be credited and paid to the 1983 improvement Bond Fund . 4 . 02 . 1983 Improvement Bond Fund . So long as any of the Bonds are outstanding and any principal thereof or interest thereon unpaid, the Finance Director-Clerk shall maintain a separate and special 1983 Improvement Bond Fund (the Bond Fund) to be used for no purpose other than the payment of the principal of and interest on "the Bonds and on such other improvement bonds of the City as have been or may be directed to be paid therefrom . The City irrevocably appropriates to the Bond Fund ( a) the collections of special assessments and other funds to be credited and paid thereto in accordance with the provisions of Section 4 . 01 hereof , (b) any taxes levied in accordance with this resolution , and ( c) such other moneys as shall be received and appropriated to the Bond Fund from time to time . If the balance in the Bond Fund is at any time insufficient to pay all interest and principal then due on all bonds payable therefrom, the payment shall be made from any fund of the City which is available for that purpose , subject to reimbursement from the Bond Fund when the balance therein is sufficient . 4 . 03 . Additional Bonds . The City reserves the right to issue additional bonds payable from the Bond Fund as may be required to finance costs of the Improvements not financed hereby; provided that the City Council shall , prior to the delivery of such additional bonds , levy or agree to levy by resolution, sufficient additional ad valorem taxes and special assessments which , together with other moneys or revenues pledged for the payment of said additional obligations , will produce revenues at least five percent in excess of the amount needed to pay when due the principal and interest on all bonds payable from the Bond Fund . The additional ad valorem taxes , special assessments and moneys or revenues so pledged, levied or agreed to be levied shall be irrevocably appropriated to the Bond Fund in the manner provided by Minnesota Statutes , Section 475 . 61 . -12- 4 . 04 . Levy of Special Assessments . The City hereby covenants and agrees that for payment of the cost of each of the Improvements , it will do and perform all acts and things necessary for the full and valid levies of special assessments against all assessable lots , tracts and parcels of land benefited thereby and located within the area proposed to be assessed therefor , based upon the benefits received by each such lot , tract or parcel , in an aggregate principal amount not less than 20 percent of the cost of each of the Improvements . In the event that any such assessment shall be at any time held invalid with respect to any lot , piece or parcel of land, owing to any error , defect or irregularity in any action or proceeding taken or to be taken by the City or this Council or any of the City ' s officers or employees , either in the making of such assessment or in the performance of any condition precedent thereto , the City and this Council hereby covenant and agree that they will forthwith do all such further acts and take all such further proceedings as may be required by law to make such assessments a valid and binding lien upon such property . This Council hereby authorizes the levy of such assessments , the deferred installments of which shall bear interest at a rate not exceeding 10. 50 % per annum. The Council presently estimates that the aggregate principal amount of said assessments wig l be riot less than $2 ,024,000, payable in not more than 17 equal consecutive, annual installments , the first of said installments to be collectible with taxes during the year 1984 . It is further estimated that deferred installments will bear interest at a rate not less than 10.50 _ percent per annum from the date of the resolution levying said assessment until December 31 of the year in which the installment is payable. 4 . 05 . Ad Valorem Taxes . It is hereby found and determined to be just and equitable that such part of the cost of the Improvements not paid by collections of the special assessments agreed to be levied pursuant to Section 4 . 04 hereof shall be paid from general ad valorem taxes levied upon all taxable property in the City, and that such portion of the cost will not exceed the total benefits to be conferred by the Improvements upon the City at large . In order to provide the additional amounts required by Minnesota Statutes , Section 475 . 61 , Subdivision 1 , for the payment of the Bonds , and provide for the payment of such portion of said cost of the Improvements , there is hereby levied upon all of the taxable property of the City a direct , annual ad valorem tax, which shall be collectible with other taxes in the years and amounts as follows : Levy Collection Levy Collection Year Year Amount Year Year Amount See attached levy cornputation . Said taxes shall be irrepealable as long as any of the Bonds herein authorized are outstanding and unpaid; provided that the City reserves the right and power to reduce the levies in the manner and to the extent provided in Minnesota Statutes , Section 475 . 61 . 4 . 06 . Full Faith and Credit Pledged . The full faith and credit of the City are irrevocably pledged for the prompt and full payment of the principal of and interest on the Bonds , and the Bonds shall be payable from the Bond Fund in accordance with the provisions and covenants contained in this resolution . It is estimated that the special assessments levied and to be levied, together with the ad valorem taxes levied for the payment of the Improvements and other moneys legally available to the City for such purposes , will be collected in amounts not less than five percent in excess of the annual principal and interest requirements of the Bonds . If the money on hand in the Bond Fund should at any time be insufficient to pay all principal and interest due on all bonds payable therefrom, such amounts shall be paid from any other fund of the City and such other fund shall be reimbursed therefor when sufficient money is available in the Bond Fund . If on October 1 in any year the sum of the balance in the Bond Fund plus the amount of special assessments and any ad valorem taxes theretofor levied for the Improvements and collectible through the end of the following calendar year is not sufficient to pay when due all principal and interest to become due on all bonds payable therefrom in said following calendar year , or the Bond Fund has incurred a deficiency in the manner provided in this Section 4 . 06 , an additional direct , irrepealable , ad valorem tax shall be levied on all taxable property within the corporate limits of the City for the purpose of restoring such accumulated or anticipated deficiency in accordance with the provisions of this resolution . Section 5 . Defeasance . When all of the Bonds have been discharged as provided in this Section 5 , all pledges , covenants and other rights granted by this resolution to the -14-- ` COMPUTATION OF ASSESSMENTS AND TAX LEVY ON : $2 . 200 . 000 G . O . IMPROVEMENT BONDS CITY OF EDEN PRAIRIE . MINNESOTA $ 2O2400O LEVY COLLECTION ASSMTS AMOUNT YEAR YFAR BOND P,!-�I P&I + 5% 0 10 . 50%/Y1*,' NET LEVIED 1983 1984 1; 305296 . 88 $ 320562 $ 384706 $ —64144 $ O 1984 1985 1; -518f:'�87 . 50 4; 334032 $ 319075 $ 15756 4; 15800 1 9.41r, — 1986 $ 307950 . 00 $ 323347 $ 306574 $ 16773 1; 16800 1Ft ., 1987 $ 297012 . 50 4; 311863 11 294073 $ 17790 91 17800 1997 1988 $ 286075 . 00 it 300379 1; 281572 $ 18807 13 18800 1988 1989 $ 275137 . 50 $ 288894 $ 269071 $ 19823 $ 19900 1989 1990 $ 264200 . 00 is 277410 $ 256570 is 20840 91 20900 1990 1991 $ 253262 . 50 1; 265926 4; 244069 1; 21857 13 21900 1991 1992 6 242325 . 0U $ 254441 $ 231568 $ 22873 $ 22900 1992 1993 $ 231O75 . 00 $ 242629 41 219067 1; 23562 $ 23600 1993 1994 $ ' 219575 . 00 1; 230554 $ 206566 $ 23988 1; 24000 1994 1995 $ 207825 . 00 to 218216 Is 194065 1; 24152 Is 24200 1995 1996 $ 195950 . 00 no 205747 $ 181563 $ 24184 $ 24200 1996 1997 1; 208950 . 00 1; 219397 1; 169062 $ 50335 $ 50400 1997 1998 $ 194400 . 00 is 204120 $ 156561 $ 47559 15 47600 1998 1999 $ 179700 . 00 $ 188685 $ 144060 $ 44625 $ 44700 1999 2000 11 164850 . 0O If 173092 $ 131559 14 41533 $ 41600 , $ 4152471 . 87 $ 4360095 $ 3989782 $ 370313 ` NOTE BOND PROCEEDS ( CAPITALIZED INTEREST ) OF $ 480O0 . 00 . WILL. BE USED TO PAY $ 4�0000 . 00 OF INTR PAYMTS DUE 9-1-1984 . COMPUTER ROUNDING MAY CAUSE DIFFERENCE OF A FEW DOLLARS WHEN CHECKING COLUMN TOTALS WITH TOTALS SHOUN / � COMPUTER PpOGPAM COPYRIGHT . EHLERS AND ASSOCIATES . INC . . 19101 ' holders of the Bonds shall cease . The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment thereof in fu11 ; or , if any Bond should not be paid when due , it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit . The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms , by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full , provided that notice of the redemption thereof has been. duly given as provided in Section 3 . 05 . The City may also at any time discharge its obligations with respect to any Bonds , subject to the provisions of law now or hereafter authorizing and regulating such action , by depositing irrevocably in e^crow, with a bank qualified by law as an escrow agent for this purpose , cash or securities which are general obligations of the United States or securities of United States agencies which are authorized by law to be so deposited , bearing interest payable at such time and at such rates and maturing on such dates as shall be required, without reinvestment , to pay all principal and interest to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date . Section 6 . County Auditor Registration, Certification of Proceedings , Investment of Moneys and Arbitrage, 6 . 01 . County Auditor Registration . The Finance Director-Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County , together with such other information as the County Auditor shall require, and to obtain from said County Auditor a certificate that the Bonds have been entered on his bond register and the taxes described in Section 4.05 hereof have been levied as required by law . 6 . 02 . Certification of Proceedings . The officers of the City and the County Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the purchaser of the Bonds and to Dorsey & Whitney, Bond Counsel, certified copies of all proceedings and records of the City, and such other affidavits , certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies , certificates and affidavits , including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. -15- 6 . 03 . Covenant . The City covenants and agrees with the holders from time -to time of the Bonds that it will not take or permit to be taken by any of its officers , employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1954 , as amended (the Code) , and the Treasury Regulations promulgated thereunder (the Regulations ) , and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become subject to taxation under the Code and the Regulations . 6 . 04 . Investment of Moneys on Deposit in Bond Fund . From and after March �1 , 1990 , the Finance Director-Clerk shall ascertain n►onthly the amount on deposit in the Bond Fund . If the amount on deposit therein ever exceeds by more than $330 , 000 the aggregate amount of principal and interest due and payable from the Bond Fund within the next succeeding 12 months , such excess shall be used to prepay and redeem. Bonds or be invested at a yield less than or equal to the yield on the Bonds , based upon their amounts , maturities and interest rates on their date of issue, computed by the actuarial method . If any additional improvement bonds are ever issued and made payable from the Bond Fund pursuant to Section 4 . 03 hereof, the . dollar amount in the preceding sentence shall be changed to equal 15 percent of the aggregate original principal amount of all bonds , including the Bonds , which are then outstanding and payable therefrom. The City reserves the right to amend the provisions of this Section 6 . 04 at any time, whether prior to or after the delivery of the Bonds, if and to the extent that this Council determines that -the provisions of. this Section 6 . 04 are not necessary in order to ensure that the Bonds are not "arbitrage bonds" within the meaning of Section 1O3 ( c) of the Code and Regulations . 6 . 05 . Arbitrage Certification . The Mayor and Finance Director-Cleric, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution , are authorized and directed to execute and deliver to the purchaser thereof a certificate in accordance with the provisions of Section 103( e) of the Code , and Sections 1 . 103-13 , 1 . 103-14 and 1 . 103-15 of the Regulations , stating the facts , estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a -16- Y manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations . LV wQ1 fang PPn7c-L Mayor Attest : /s/ John Frane Finance Director-Clerk The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Tangen and upon vote being taken thereon, the following voted in favor thereof : Mayor Wol f'gang Penzel , Counci 1 Members : Paul Redpath , George Tangen, George Bentley and the following voted against the same : Council Member Richard Anderson was absent. whereupon said resolution was declared duly passed and adopted, and was signed by the Mayor , whose signature was attested by the Finance Director-Clerk . ti -17- CERTIFICATION OF MINUTES RELATING TO $300 , 000 CERTIFICATES OF INDEBTEDNESS Issuer : City of Eden Prairie , Minnesota Governing body: City Council Kind, date, time and place of meeting-. A ___special meeting held on Tuesday, November 29 , 1983 , at 7: 30 o ' clock P . M. , C. S . T . , at the City Hall . Members present ; Maycr 11ol fgang Penzel , Council Members : George Tangen , Paul Redpath , George Bentley Members absent : Council Meriber Richard Anderson Documents attached : Minures of said meeting ( including) : RESOLUTION NO . 83- 289 J,' RESOLUTION RELATING TO $300 , 000 CERTIFICATES OF INDEBTEDNESS; AUTHORIZING THE ISSUANCE, AWAz2D I NG THE SALE, FIXING THE FORIM AND DETAILS, AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR I , the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate , certify that the documents attached hereto , as described above, have been carefully compared with the original records of the corporation in my legal custody, from which they have been transcribed; that the documents are a correct and complete transcript of the minutes of a meeting of the governing body of the corporation, and correct and complete copies of all • resolutions and other actions taken and of all documents approved by the governing body at the meeting , insofar as they relate to the obligations ; and that the meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above , pursuant to call and notice given as required by law. WITNESS my hand officially as such recording officer this 3,r)th day of November , 1983 . John Fr ane / j /Finance Director-Clerk Counc i lmember Redpath introduced the following resolution and moved its adoption: RESOLUTION NO. 83- 289 RESOLUTION RELATING TO $300 , 000 CERTIFICATES OF IITDEBTEDNESS ; AUTHORIZING THE ISSUANCE , AWARDING THE SALE, FIXING THE FORM AND DETAILS , AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR BE IT RESOLVED by the City Council ( the Council ) of the City of Eden Prairie , Minnesota (the City) , as follows : Section 1 . Authorization and Sale . 1 . 01 . Authorization . This Council has heretofore determined that it is necessary and expedient for the City to issue and sell its Certificates of Indebtedness in the principal amount of $300 , 000 to finance public safety and public works equipment purchases , pursuant to Minnesota Statutes , Section 412 . 301 . The obligations shall be general obligation negotiable securities denominated Certificates of Indebtedness , issued in the aggregate principal amount of $300 , 000 (the Certificates) . 1 . 02 . Sale. Notice of sale of the Bonds has been duly published and the Council has publicly received, opened and considered all sealed bids presented in conformity with the Notice . The most favorable of such bids is ascertained to be that of Norwest Securities of _Minneaoolis , Minnesota , and associates , to purchase the Bonds at a price of $ 295 ,500 plus interest accrued on all Bonds to the day of delivery and payment . It is hereby found and determined that said bid is reasonable and advantageous to the City, and the sale of the Bonds is hereby awarded to said bidder . 1 . 03 . Contract for _Sale . The Mayor and City Manager are hereby authorized and directed on behalf of the City to execute a contract for the sale of the Certificates in accordance with the terms of said bid . The good faith check of the successful bidder shall be retained by the Finance Director-Clerk until the Certificates have been delivered and the purchase price paid . 1 . 04 . Issuance of Certificates . All acts , conditions and things which are required by the Constitution and laws of the State of Minnesota to be done , to exist , to happen and to be performed precedent to and in the valid issuance of the Certificates having been done , existing, having happened and having been performed, it is now necessary for this Council to establish the form and terms of the Certificates , to provide security therefor and to issue the Certificates forthwith . Section 2 . Form of Certificates . The Certificates shall be prepared in substantially the following form: p 4 —2- [Face of the Certificates ] UNITED STATES OF AMERICA STATE OF MINN SOTA COUNTY OF HEN1\-4EP I N CITY OF EDEN PRAIRIE CERTIFICATES OF INDEBTEDNESS Date of Rate Matur. ity Original Issue CUSIP December 1, 1983 No . $ KNOW ALL MEN BY THESE PRESENTS that the City of Eden Prairie, Hennepin County, Minnesota (the City) , acknowledges itself to be indebted and, for value received, hereby promises to pay to or registered assigns , the principal sum of _ DOLLARS , on the maturity date specified above , with interest thereon from the date hereof at the annual rate specified above, payable on March 1 and September I in each year , commencing September 1, 1984 , to the person in whose name this Certificate is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month, all subject to the provisions referred to herein with respect to the redemption of the principal of this Certificate before maturity. The interest hereon and, upon presentation and surrender hereof , the principal hereof are payable in lawful money of the United States of America by check or draft drawn by Norwest Bank , N .A. _ in M nneanrLliS 11 MinnPsnt,i , as Bond Registrar , Transfer Agent and Paying Agent (the Bond Registrar) , or its successor designated under the Resolution described herein . Additional provisions of this Certificate are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth hereon. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of —3— t Authentication hereon shall. have been executed by the Bond Registrar by manual signature of one of its authorized representatives . IN WITNESS WHEREOF , the City of Eden Prairie, Hennepin County, State of Minnesota, by its City Council , has caused this Certificate to be executed by the facsimile signatures of the Mayor and the City Manager , attested by the Finance Director-Clerk and by a printed facsimile of the official seal of the City and has caused this Certificate to be dated as of the date set forth below . Dated : Attest : (Facsimile Signature) (Facsimile Signature) Finance Director-Clerk Mayor (Facsimile Signature) City Manager (Facsimile Seal ) CERTIFICATE OF AUTHENTICATION This is one of the Certificates delivered pursuant to the Resolution mentioned within. By Authorized Representative (Reverse of -the Certificates] This Certificate is one of an issue in the aggregate principal amount of $300 , 000 (the Certificates ) , issued pursuant to a resolution adopted by the City Council on November 29 , 1983 (the Resolution) to finance public safety and public works equipment purchases in the City , and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of -4- Minnesota thereunto enabling, including Minnesota Statutes , Section 412 . 301 . The Certificates are issuable only as fully registered bonds , in denominations of $5 , 000 or any multiple thereof , of single maturities . As provided in the Resolution and subject to certain limitations set forth therein , this Certificate is transferable upon_ the books of the City at the principal office of the Bond Registrar , by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar , duly executed by the registered owner or his attorney; and may also be surrendered in exchange for Certificates of other authorized denominations . Upon such transfer or exchange , the City will cause a new Certificate or Certificates to be issued in the name of the transferee or registered owner , of the same aggregate principal amount , bearing interest at the same rate and maturing on the same date , subject to reimbursement for any tax , fee or governmental charge required to be paid with respect to such transfer or exchange . The City and the Bond Registrar may deem and treat the person in whose name this Certificate is registered as the absolute owner hereof , whether this Certificate is overdue or not , for the purpose of receiving payment and for all other purposes , and neither the City nor the Bond Registrar shall be affected by any notice to the contrary . IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts , conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist , to happen and to be performed precedent to and in the issuance of this Certificate in order to make it a valid and binding general obligation of the City according to its terms have been done, do exist , have happened and have been performed in regular and due form as so required; that prior to the issuance hereof , the City has levied ad valorem taxes upon all taxable property within the City collectible in the years and amounts required to produce sums not less than five percent in excess of the principal of and interest on the Certificates as such principal and interest respectively become due, and has appropriated the same to the sinking fund in the manner specified in Minnesota Statutes , Section 475 . 61 ; that , in the event of any accumulated or anticipated deficiency in the sinking .fund, additional ad valorem taxes are required by law to be levied upon all taxable property in the City without limitation as to rate or amount; and that the issuance of this -5- Certificate does not cause the indebtedness of the City to exceed any constitutional or statutory limitation . The following abbreviations , when used in the inscription on the face of this Certificate, shall be construed as though they were written_ out in full according to the applicable laws or regulations : TEN COM -- as tenants UNIF GIFT MIN ACT . . . . . Custodian . . . . . in common (Cust ) (Minor) TEN ENT -- as tenants by the entireties under Uniform Gifts to JT TEN -- as joint tenants Minors with right of survivorship and Act . . . . . . . . . . . . . . . . . . . . . . not as tenants in ( State) common Additional abbreviations may also be used . .y -6- ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells , assigns and transfers unto _ the within Certificate and all rights thereunder , and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof , with full power of substitution in the premises . Dated: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER NOTICE : The signature to this OF ASSIGNEE : assignment must correspond with the name as it appears upon the face of the within Certificate in every particular , without alteration or enlargement or any change whatsoever . Signature( s ) must be guaranteed by a commercial bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges . Section 3 . Terms , Execution and Delivery. 3 . 01 . Maturities , Interest Rates , Denominations , Payment . The City shall forthwith issue and deliver the Certificates , which shall be denominated "Certificates of Indebtedness" and shall be payable primarily from the Sinking Fund created in Section 4 . 01 hereof . The Certificates shall be issua.ble in the denomination of $5, 000 each or any integral multiple thereo- , shall mature on March 1 in the years and amounts set forth below, and Certificates maturing in such years and amounts shall bear interest from date of issue until paid or duly called for redemption at the rates per annum shown opposite such years and amounts as follows : Year Amount Rate 1986 75 , 000 8. 750%) 1987 100 , 000 8. 75% 1988 125 , 000 8. 75% -7- The Certificates shall be issuable only in fully registered form . The interest thereon and, upon surrender of each Certificate , the principal amount thereof, shall be payable by check or draft issued by the Registrar described herein . 3 . 02 . Dates ; Interest Payment Dates . Each Certificate shall be dated as of the last interest payment date preceding the date of authentication to which interest on the Certificate has been paid or made available for payment , unless ( i ) the date of authentication is an interest payment date to which interest has been paid or made available for payment , in which case such Certificate shall be dated as of the date of authentication, or (ii ) the date of authentication is prior to September 1 , 1984 , in which case such Certificate shall be dated as of December 1 , 1983 . The interest on the Certificates shall be payable on March 1 and September 1 in each year , commencing September 1 , 1984 , to "Che owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day . 3 . 03 . Re-istration . The City shall appoint , and shall maintain, a bond registrar , transfer agent and paying �. agent (the Registrar) . The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows : ( a) R^gister . The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Certificates and the registration of transfers and exchanges of Certificates entitled to be registered, transferred or exchanged . (b) Transfer of Certificates . Upon surrender for transfer of any Certificate duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer , in form satisfactory to the Registrar , duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver. , in the name of the designated transferee or transferees , one or more new Certificates of a like aggregate principal amount and maturity, as requested by the transferor . The Registrar may, however , close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date . -8- ( c) Exchange of Certif icates . Whenever any Certificate is surrendered by the registered owner for exchange, the Registrar shall authenticate and deliver one or more new Certificates of a like aggregate principal amount and maturity, as requested by the registered owner or the owner ' s attorney duly authorized in writing . (d) Cancellation. All Certificates surrendered upon anv transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. ( e) Improper or Unauthorized Transfer . When any Certificate is presented to the Registrar for transfer , the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Certificate or separate instrument of transfer is legally authorized . The Registrar shall incur no liability for its refusal , in good faith, to make transfers which it , in its judgment , deems improper or unauthorized . ( f) Persons Deemed Owners . The City and the Registrar may treat the person in whose name any Certificate is at any time registered in the bond register as the absolute owner of such Certificate, whether such Certificate shall be overdue or not , .for the purpose of receiving payment of , or on account of , the principal of and interest on such Certificate and for all other purposes , and all such payments so made to any such registered owner or upon the owner ' s order shall be valid and effectual to satisfy and discharge the liability of the City upon such Certificate to the extent of the sum or sums so paid . (g) Taxes , Fees and Charges . For every transfer or exchange of Certificates , the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange . (h) Mutilated, Lost , Stolen or Destroyed Certificates . In case any Certificate shall become mutilated or be lost , stolen or destroyed, the Registrar shall deliver a new Certificate of like amount , number , maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Certificate or in lieu of and in substitution for any such Certificate lost , stolen or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Certificate -9— lost , stolen or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Certificate was lost , stolen or destroyed, and of the ownership thereof , and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it , in which both the City and the Registrar shall be named as obligees . All Certificates so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to -the City. If the mutilated, lost , stolen or destroyed Certificate has already matured or been called for redemption in accordance with its terms , it shall not be necessary to issue a new Certificate prior to payment . 3 . 04 . Appointment of Initial Registrar . The City hereby appoints Norvies t Bank. , N.A.Q. Minneapolis . Mi nriesota as the initial Registrar. . The Mayor and the City Manager are authorized -to execute and deliver. , on behalf of the City, a contract with Non-jest Bank , N .A. , Minneapolis , Minnesota as Registrar . Upon merger or consolidation_ of the Registrar with another corporation., if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar . The City agrees to pay the .reasonable and customary charges of the Registrar for the services performed . The City reserves the right to remove any Registrar upon thirty (30 ) days ' notice and upon the appointment of a successor Registrar , in which event the predecessor Registrar shall deliver all cash and Certificates in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar . On or before each principal or interest due date, without further order of this Council , the Finance Director-Clerk shall transmit to the Registrar , from the Sinking Fund described in Section 4 . 01 hereof , moneys sufficient for the payment of all principal and interest then due . 3 . 05 . Preparation and Delivery. The Certificates shall be prepared under the direction of the Finance Director-Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the City Manager and attested by the Finance Director-Clerl; , and shall be sealed with the official corporate seal of the City; provided that said signatures and the corporate seal may be printed, engraved, or lithographed facsimiles thereof . In case any officer whose signature, or a facsimile of whose signature, shall appear on the Certificates shall cease to be such officer before the delivery of any Certificate , such signature or facsimile shall nevertheless be valid and sufficient for all purposes , the same as if such officer had remained in office until delivery. ;fir Notwithstanding such execution , no Certificate shall be valid -10- or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on such Certificate has been duly executed by the manual signature of an authorized representative of the Registrar . Certificates of authentication on different Certificates need not be signed by the same representative . The executed certificate of authentication on each Certificate shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Certificates have been so executed and authenticated, they shall be delivered by the Finance Director-Clerk to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed , and the purchaser shall not be obligated to see to the application of the purchase price . Section 4 . Security Provisions . 4 . 01 . Sinking Fund . So long as any of the Certificates are outstanding and any principal thereof or interest thereon unpaid, the Finance Director-Clerk shall maintain a separate and special sinking fund (the Sinking Fund) to be used for no purpose other than the payment of the principal of and interest on the Certificates and on such other certificates of indebtedness of the City as have been or may be directed to be paid therefrom. The City irrevocably appropriates to the Sinking Fund ( a) any taxes levied in accordance with this resolution, and (b) such other moneys as shall be received and appropriated to the Sinking Fund from time to time . If the balance in the Sinking Fund is at any time insufficient to pay all interest and principal then due on all bonds payable therefrom, the payment shall be made from any fund of the City which is available for that purpose, subject to reimbursement from the Sinking Fund when the balance therein is sufficient . 4 . 02 . Ad Valorem Taxes . In order to provide the amounts required by Minnesota Statutes , Section 475 . 61 , Subdivision 1 , for the payment of the Certificates , there is hereby levied upon all of the taxable property of the City a direct , annual ad valorem tax, which shall be collectible with other taxes in the years and amounts as follows : -11- Levy Collection Year Year. Amount See attached levy computation . Said taxes shall be irrepealable as long as any of the Certificates herein authorized are outstanding and unpaid; provided that the City reserves the right and power to reduce the levies in the manner and to the extent provided in. Minnesota Statutes , Section 475 . 61 . 4 . 03 . Full Faith and Credit Pledged . The full faith and credit of the City are irrevocably pledged for the prompt and full payment of the principal of and interest on the Certificates , and the Certificates shall be payable from the Sinking Fund in accordance with the provisions and covenants contained in this resolution. It is estimated that the ad valorem ;::axes levied for the payment of the Certificates and other moneys legally available to the City for such purposes , will be collected in amounts not less than five percent in excess of the annual principal and interest requirements of the Certificates . If the money on hand in the Sinking Fund should at any time be insufficient to pay all principal and interest due on all bonds payable therefrom, such amounts shall be paid from any other fund of the City and such other fund shall be reimbursed therefor when sufficient money is available in the Sinking Fund. If on October 1 in any year the sum of the balance in the Sinking Fund plus the amount of ad valorem taxes theretofor levied for the Certificates and collectible through the end of the following calendar year is not sufficient to pay when due all principal and interest to become due on all bonds payable therefrom in said following calendar year , or the Sinking Fund has incurred a deficiency in the manner provided in this Section 4 . 03 an additional direct , irrepealable , ad valorem tax shall be levied on all taxable property within the corporate limits of the City for the purpose of restoring such accumulated or anticipated deficiency Ln accordance with the provisions of this resolution. -12- / , ^ ' - ' ` � � ` COMPUTATION OF TAX LEVY ON : . $300 . 000 CERTIFIC/!iTES OF INDEBTEDNESS CITY OF EDEN PRAIRIE . MINNESOTA LEVY COLLECT AMOUNT AMOUNT + 5% TAX 1983 1994 $ 9687 $ 10172 $ 10200 1984 1985 $ 26250 $ 27562 $ 27600 1985 1986 $ 97969 $ 102867 $ 182900 1986 1987 $ 115313 $ 12107B $ 121100 1987 1988 $ 130469 $ 136992 $ 137000 $ 379688 $ 398800 � NOTE : BOND PROCEEDS ( CAPITALIZED INTEREST) OF $ 10000 . 00 WILL BE USED TO PAY $ 1 0O O0 . 0O OF INTR PAYMTS DUE COMPUTER PROGRAM COPYRIGHT . EHLERS AND ASSOCIATES . INC . , 1981 ' . ' ' ' /~ � . ` ' Section 5 . Countv_Auditor Registration, Certification of Proceedings , Investment of Moneys and Arbitrage . 5 . 01 County Auditor Registration . The Finance Director-Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County, together with such other information as the County Auditor shall require , and to obtain from said County Auditor a certificate that the Certificates have been entered on his bond register and the taxes described in Section 4 . 02 hereof have been levied as required by law . 5 . 02 Certification of Proceedings . The officers of the City and the County Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the purchaser of the Certificates and to Dorsey & Whitney, Bond Counsel , certified copies of all proceedings and records of the City, and such other affidavits , certificates and information as may be required to show the facts relating to the legality and marketability of the Certificates as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies , certificates and affidavits , including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein . 5 . 03 Covenant . The City covenants and agrees with the holders from time to time of the Certificates that it will not take or permit to be taken by any of its officers , employees or agents any action which would cause the interest on the Certificates to become subject to taxation under the Internal Revenue Code of 1954 , as amended (the Code) , and the Treasury Regulations promulgated thereunder (the Regulations) , and covenants to take any and all actions within its powers to ensure that the interest on the Certificates will not become subject to taxation under the Code and the Regulations . 5 . 04 Investment of Moneys on Deposit in Sinking Fund . Unless and until the proposed regulations under Section 103 ( c) of the Code which have been published by the Internal Revenue Service prior to the date hereof have been modified or amended in pertinent part , the Finance Director-Clerk shall ascertain monthly the amount on deposit in the Sinking Fund . If_ the amount on deposit therein ever exceeds by more than $45 , 000 the aggregate amount of principal and interest due and payable from the Sinking Fund within the next succeeding 12 months , such excess shall be used to prepay and redeem Certificates or be invested at a yield less than or equal to the yield on the Certificates , based upon their amounts , maturities and interest rates on their date of issue, computed -13- i by the actuarial method. If any additional certificates are ever issued and made payable from the Sinking Fund pursuant to Section 4 . 01 hereof, the dollar amount in the preceding sentence shall be changed to equal 15 percent of the aggregate original principal amount of all certificates , including the Certificates , which are then outstanding and payable therefrom . The City reserves the right to amend the provisions of this Section 6 . 04 at any time, whether prior to or after the delivery of the Certificates , if and to the extent that this Council determines that the provisions of this Section 5 . 04 are not necessary in order to ensure that the Certificates are not "arbitrage bonds " within the meaning of Section 103 ( c ) of the Code and Regulations . - 5 . 05 Arbitrage Certification . The Mayor and Finance Director-Clerk, being the officers of the City charged with the responsibility for issuing the Certificates pursuant to this resolution , are authorized and directed to execute and- deliver to the purchaser thereof a certificate in accordance with the provisions of Section 103 (c ) of the Code, and Sections 1 . 103-13 , 1 . 103-14 and 1 . 103-15 of the Regulations , stating the facts , estimates and circumstances in existence on the date of issue and delivery of the Certificates which make it reasonable to expect that the proceeds of the Certificates will not be used in a manner that would cause the Certificates to be arbitrage bonds within the meaning of the Code and Regulations . /s/ Wolfgang Penzel Mayor Attest : /s/ John Frane Finance Director-Clerk -14- The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Tangen and upon vote being taken thereon, the following voted in favor thereof : Mayor Wol fgang Penzel , Council Members : George Bentley , George Tangen , Paul Redpath and the following voted against the same : Council Member Richard Anderson was absent. whereupon said resolution was declared duly passed and adopted, and was signed by the Mayor, whose signature was attested by the Finance Director-Clerk . -15- CERTIFICATION OF MINUTES RELATING; TO $400 , 000 GENERAL OBLIGATION WATER REVENUE BONDS Issuer : City of Eden Prairie, Minnesota Governing body: City Council Kind, date , time and place of meeting : A special meeting held on Tuesday, November 29 , 1983 , at o ' clock P . M. , C . S . T . , at the City Hall . Members present : tlayor Wolfgang Penzel , Council r1embers : George Bentley, George Tangen , Paul Redpath Members absent : Council t-lember Richard Anderson Documents attached : Minutes of said meeting ( including) : RESOLUTION NO . 83-289 C- RESOLUTION RELATING TO $400 , 000 GENERAL OBLIGATION 'WATER REVENUE BONDS; AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND DETAILS, AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR I , the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto , as described above, have been carefully compared with the original records of the corporation in my legal custody, from which they have been transcribed; that the documents are a correct and complete transcript of the minutes of a meeting of the governing body of the corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at the meeting, insofar as they relate to the obligations ; and that the meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above , pursuant to call and notice given as required by law. 30t:11 WITNESS my hand officially as such recording officer this day of November , 1983 . 1 John Fr ane j' Finance Director-Clerk Councilmember Redpath introduced the following resolution and moved its adoption: RESOLUTION NO . 83-289 RESOLUTION RELATING TO $400 , 000 GENERAL OBLIGATION WATER REVENUE BONDS ; AUTHORIZING THE ISSUANCE , AWARDING THE SALE, FIXING THE FORM AND DETAILS , AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR BE IT RE- SOLVED by the City Council ( the Council ) of the City of Eden Prairie , Minnesota ( the City) , as follows : Section 1 . Authorization and Sale . 1 . 01 . Authorization. This Council has heretofore determined that it is necessary and expedient for the City to issue and sell its general obligation water revenue bonds in the principal amount of $400 , 000 to finance water system improvements and extensions (the Improvements) , pursuant to 4 Minnesota Statutes , Section 444 . 075 . The obligations shall be general obligation negotiable securities denominated General Obligation Water Revenue Bonds , issued in the aggregate principal amount of $400 , 000 ( the Bonds ) . 1 . 02 . Sale . Notice of sale of the Bonds has been duly published and the Council has publicly received, opened and considered all sealed bids presented in conformity with the Notice. The most f avo able of such bids is a rertai ed to be that of Norwest Ban4c , 14 . of F�inneapolis hIinnesota , and associates , to purchase the Bonds at a price of $ 394,000 plus interest accrued on all Bonds to the day of delivery and payment . It is hereby found and determined that said bid is reasonable and advantageous to the City, and the sale of the Bonds is hereby awarded to said bidder . 1 . 03 . Contract for Sale . The Mayor and City Manager are hereby authorized and directed on behalf of the City to execute a contract for the sale of the Bonds in accordance with the terms of said bid . The good faith check of the successful bidder shall be retained by the Finance Director-Clerk until the Bonds have been delivered and the purchase price - paid. 1 . 04 . Issuance of Bonds . All acts , conditions and things which are required by the Constitution and laws of the i State of Minnesota to be done , to exist , to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, existing, having happened and having been performed, it is now necessary for this Council to establish the form and terms of the Bonds , to provide security therefor and to issue the Bonds forthwith. Section 2 . Form of Bonds . The Bonds shall be prepared in substantially the following form: -2--- 1 [Face of the Bonds ] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE. GENERAL OBLIGATION WATER REVENUE BOND Date of Rate Maturity Original Issue CUSIP December 1 , 1983 No . $ KNOW ALL MEN BY THESE PRESENTS that the City of Eden Prairie , Hennepin County, Minnesota (the City) , acknowledges itself to be indebted and, for value received, hereby promises . to pay to or registered assigns , the principal sum of _ DOLLARS , on the maturity date specified above , with interest thereon from the date hereof at the annual rate specified above, payable on March 1 and September 1 in each year , commencing September 1 , 1984 , to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month, all subject to the provisions referred to herein with respect .to the redemption of the principal of this Bond before maturity. The interest hereon and, upon presentation and surrender hereof , the principal hereof are payable in lawful money of the United States of America b gheck car draft ��awn Norwest Bank, 14.A. in yPli nneapol i s Mi nneso t. as Bond Registrar , Transfer Agent and Paying Agent (the Bond Registrar ) , or its successor designated under the Resolution described herein . Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth hereon . This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall -3- have been executed by the Bond Registrar by manual signature of one of its authorized representatives . IN WITNESS WHEREOF, the Citv of Eden Prairie, Hennepin County, State of Minnesota, by its City Council , has caused this Bond to be executed by the facsimile signatures of the Mayor and the City Manager , attested by the Finance Director--Clerk and by a printed facsimile of the official seal of the City and has caused this Bond to be dated as of the date set forth below . Dated : Attest : (Facsimile Signature) (Facsimile Signature) Finance Director-Clekk Mayor (Facsimile Signature) City Manager (Facsimile Seal ) CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. By Authorized Representative [ Reverse of the Bonds ] This Bond is one of an issue in the aggregate principal amount of $400 , 000 (the Bonds ) , issued pursuant to a resolution adopted by the City Council on November 29 , 1983 (the Resolution) to finance water system improvements and extensions in the City (the Improvements ) , and is issued pursuant to and in full conformity with the provisions of the Constitution and la,.,,s of the State of Minnesota thereunto f enabling , including Minnesota Statutes , Section 444 . 075 . This -4- Bond is payable primarily from the water and Sewer System General Obligation Revenue Bond Fund (the Bond Fund) of the City, but the City is required by law to pay maturing principal hereof and interest hereon from any available funds of the City if moneys on hand in the Bond Fund are insufficient therefor . The Bonds are issuable only as fully registered bonds , in denominations of $5 , 000 or any multiple thereof , of single maturities . Bonds maturing in the years 1985 through 1990 are payable on their respective stated maturity dates without option_ of prior payment , but Bonds having stated maturity dates in the years 1991 through 1994 are each subject to redemption and prepayment , at the option of the City and in inverse order of maturities and by lot , assigned in proportion to their principal amount , within any maturity, on March 1 , 1990 and on any interest payment date thereafter , at a price equal to the principal amount thereof to be redeemed plus interesr accrsed to the date of redemption. At least thirty days prior to the date set for redemption of any Bond, notice of the call for redemption will be published in a daily or weekly periodical , published in a Minnesota city of the first class or its metropolitan area, which circulates throughout the state and furnishes financial news as a part of its service, and will be +4 mailed to the Bond Registrar and to the registered owner of each Bond -to be redeemed at his address appearing in the Bond Register , but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond . Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge, representing the remaining principal amount outstanding . As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar , by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar , duly executed by the registered owner or his attorney; and may also be surrendered in exchange for Bonds of other authorized denominations . Upon such transfer or exchange , the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner , of the same aggregate principal amount , bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax , fee or governmental charge required to be paid with respect to such transfer or exchange . The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute -5- "i owner hereof , whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes , and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED , RECITED, COVENANTED AND AGREED that all acts , conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist , to happen and to be performed precedent to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City according to its terms have been done , do exist , have happened and have been performed in regular and due form as so required; that in and by the resolution authorizing this issue of Bonds , adopted on November 29 , 1983 , the City has covenanted and agreed with the holders of the Bonds that the City will impose and collect charges for the service , use and availability of its water and sewer systems at the times and in the amounts required, to produce net revenues which with collections of special assessments will be adequate to pay all principal and interest due on Bonds of this issue; that all taxable property within the City is also subject to the levy of a direct , general , ad valorem tax, if needed, for the payment of the principal and interest , without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation . The following abbreviations , when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to the applicable laws or regulations : TEN COM -- as tenants UNIF GIFT MIN ACT . . . . . Custodian . . . . . in common ( Cust) (Minor ) TEN ENT -- as tenants by the entireties under Uniform Gifts to JT TEN -- as joint tenants Minors with right of survivorship and Act . . . . . . . . . . . . . . . . . . . . . . not as tenants in (State) common Additional abbreviations may also be used. -6- ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells , assigns and transfers unto the within Bond and all rights thereunder , and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof , with full power of substitution in the premises . Dated: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER NOTICE : The signature to this OF ASSIGNEE : assignment must correspond with the name as it appears upon the face of the within Bond in every particular , without alteration or enlargement or any change whatsoever . Signatures) must be guaranteed by a commercial bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges . Section 3 . Bond Terms , Execution and Delivery. 3 . 01 . Maturities , Interest Rates , Denominations, Payment . The City shall forthwith issue and deliver the Bonds , which shall be denominated "General Obligation Water Revenue Bonds" and shall be payable primarily from the Bond Fund created in Section 4 . 01 hereof . The Bonds shall be issuable in the denomination of $5 , 000 each or any integral multiple thereof , shall mature on March 1 in the years and amounts set forth below, and Bonds maturing in such years and amounts shall bear interest from date of issue until paid or duly called for redemption at the rates per annum shown opposite such years and amounts as follows : Year Amount Rate Year Amount Rate 1985 $25 , 000 8.75% 1990 $50 , 000 8.75% 1986 25 , 000 8.75% 1991 50 , 000 8. 75% 1987 25 , 000 8. 75% 1992 50 , 000 8. 7501. 1988 25 , 000 8. 75% 1993 50 , 000 9. 000, 1989 50 , 000 8. 750 1994 50 , 000 9. 20% -7- 1 The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof , shall be payable by check or draft issued by the Registrar described herein. 3 . 02 . Dates ; Interest Payment Dates . Each Bond shall be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment , unless ( i ) the date of authentication is an interest payment date to which interest has been paid or made available for payment , in which case such Bond shall be dated as of the date of authentication, or ( ii ) the date of authentication is prior to September 1 , 1984 , in which case such Bond shall be dated as of December 1 , 1983 . The interest on the Bonds shall be payable on September I and September 1 in each year , commencing September 1 , 1984 , to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month , whether or not such day is a business day . 3 . 03 . Registration . The City shall appoint , and shall maintain, a bond registrar , transfer agent and paying agent (the Registrar ) . The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows : ( a) Register . The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered , transferred or exchanged . (b) Transfer of Bonds . Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer , in form satisfactory to the Registrar , duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver , in -the name of the designated transferee or transferees , one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor . The Registrar may , however , close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date . (c) Exchange of Bonds . Whenever any Bond is surrendered by the registered owner for exchange, the Registrar shall authenticate and deliver one or more new -8- Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner ' s attorney duly authorized in writing . (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. ( e) Improper or Unauthorized_ Transfer . When any Bond is presented to the Registrar for transfer , the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is legally authorized . The Registrar shall incur no liability for its refusal , in good faith, to make transfers which it , in its judgment , deems improper or unauthorized . ( f ) Persons Deemed Owners . The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond , whether such Bond shall be overdue or not , for the purpose of receiving payment of , or on account of , the principal of and interest on such Bond and for all other purposes , and all such payments so made to any such registered owner or upon the owner ' s order shall be valid and effectual to satisfy and discharge the liability of the City upon such Bond to the extent of the sum or sums so paid . (g) Taxes , Fees and Charges . For every transfer or exchange of Bonds , the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax , fee or other governmental charge required to be paid with respect to such transfer or exchange . (h) Mutilated, Lost , Stollen or Destroyed Bonds . In case any Bond shall become mutilated or be lost , stolen or destroyed, the Registrar shall deliver a new Bond of like amount , number , maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond lost , stolen or destroyed , upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond lost , stolen or destroyed , upon filing with the Registrar of evidence satisfactory to it that such Bond was lost , stolen or destroyed, and of the ownership thereof , and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it , -9- in which both the City and the Registrar shall be named as obligees . All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. if the mutilated , lost , stolen or destroyed Bond has already matured or been called for redemption in accordance with its terms , it shall not be necessary to issue a new Bond prior to payment . 3 . 04 . A pain m n o Initial Registrar . The City hereby appoints - __ • , Minneapolis , Minnesota , as the initial Registrar . The Mayor and the City Manager are authorized to execute and deliver , on behalf of the City, a contract with Nor_�.iest Bank , M.A. , Minneapolis, Minnesota , as Registrar . Upon merger or consolidation of the Registrar with another corporation , if the resulting corporation is a bank or trust company authorized by law to conduct such business , such corporation shall be authorized to act as successor Registrar . The City agrees to pay the reasonable and customary charges of the Registrar for the services performed . The City reserves the right to remove any Registrar upon thirty ( 30 ) days ' notice and upon the appointment of a successor Registrar , in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar . On or A before each principal or interest due date, without further order of this Council , the Finance Director-Clerk shall transmit to the Registrar , from the Bond Fund described in Section 4 . 02 hereof , moneys sufficient for the payment of all principal and interest then due . 3 . 05 . Redemption . Bonds maturing in the years 1985 through 1990 shall not be subject to redemption prior to maturity, but Bonds maturing in the years 1991 through 1994 shall each be subject to redemption and prepayment , at the option of the City, in inverse order of maturities and, within any maturity, in $5 , 000 principal amounts selected by the Registrar by lot , on March 1 , 1990 and on any interest payment date thereafter at a price equal to the principal amount thereof to be redeemed plus interest accrued to the date of redemption . At least thirty days prior to the date set for redemption of any Bond, the Finance Director-Clerk shall cause notice of the call for redemption to be published in a daily or weekly periodical published in a Minnesota city of the first class or its metropolitan area , which circulates throughout the state and furnishes financial news as a part of its service , and to be mailed to the Registrar and to the registered owner of each Bond to be redeemed , but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure . -10- 3 . 06 . Preparation and Deliver. The Bonds shall be prepared under the direction of the Finance Director-Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the City Manager , attested by the Finance Director-Clerk, and shall be sealed with the official corporate seal of the City; provided that said signatures and the corporate seal may be printed, engraved , or lithographed facsimiles thereof . In case any officer whose signature , or a facsimile of whose signature, shall appear on the Bonds shall cease to be such officer before the delivery of any Bond , such signature or facsimile shall nevertheless be valid and sufficient for all purposes , the same as if such officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. . Certificates of authentication. on different Bonds need not be signed by the same representative . The executed certificate of authentication on each Bond. shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Bonds have been so executed and authenticated, they shall be delivered by the Finance Director-Clerk to the purchaser thereof upon pay-.nent of the purchase price in accordance with the contract of sale heretofore made and executed, and the purchaser shall not be obligated to see to the application of the purchase price . Section 4 . Security Provisions . 4 . 01 . Bond Fund . Principal of and interest on the Bonds shall. be paid from the "Water and Sewer System General Obligation Revneue Bond Fund" (hereinafter , the Bond Fund) heretofore created by Resolution No. 416 adopted by this Council. on April 6 , 1971 ; provided , that if any payment of principal or interest shall become due when there is not sufficient money in the Bond Fund therefor , the Finance Director-Clerk shall. pay the same from the general fund of the City and the general fund shall be reimbursed for such advances out of the proceeds of the taxes levied to make good such deficiency . Into the Bond Fund shall be credited the receipts of all water and sewer system net revenues pledged by the terms of this Resolution , all collections of ad valorem taxes levied herein, and all other moneys received for or appropriated to the payment of the Bonds and interest thereon . 4 . 02 . Net Revenues . It is estimated that the net reveneus of the municipal water and sewer systems , together with collections of any taxes and special assessments levied for water and sewer improvements and paid into the Bond Fund will be sufficient to pay the principal of and interest on all General Obligation Water and Sewer Bonds of the City , including the Bonds herein authorized -11- and bonds previously issued under the dates of April 1 and November 1 , 1.971 , June 1_ and December 1 , 1972 , July 1 , 1973 , March 1 , 1974 , April 1 and December 1 , 1975 , October 1 , 1976 , October 1 , 1977 and December 1 , 1978 . 4 . 03 . Covenants . Pursuant to the provisions of Section 444 . 075 , Minnesota Statutes , as amended , the City hereby covenants and agrees with the holders from time to time of the Bonds that so long as any of the Bonds are outstanding, the City will impose and collect reasonable charges for the service, use and availability of its water and sewer systems to the City and its inhabitants according to schedules calculated to produce net revenues which, together with collections of special assessments Levied for water and sewer improvements paid into the Bond Fund , will be sufficient to pay all principal and interest when due on the Bonds , and said net revenues , to the extent necessary, are hereby irrevocably pledged and appropriated to the payment of the Bonds and interest thereon; provided that nothing herein shall preclude the City from hereafter making further pledges and appropriations of net revenues of the water and sewer systems for the payment of additional obligations of the City hereafter authorized if the City Council. determines before the authorization or such additional obligations that the estimated net revenues of the water and sewer systems will be sufficient , together with any other sources pledged to or projected to be used for the payment of the Bonds and such additional. obligations . Such further pledged and appropriations of said net revenues may be made superior or subordinate to or on a parity with the pledge and appropriation herein made. 4 . 04 . Tax Levy. For the prompt and full payment of the principal of and interest on the Bonds as the same respective become due , the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged . To provide moneys for the payment thereof , in the event and to the extent that the net revenues hereinabove pledged to the payment of, the Bonds are insufficient for that purpose in any year , there is hereby levied upon all of the taxable property in the City a direct , general , ad valorem tax which shall be spread upon the tax rolls collected in the years and in the amounts as follows , together with and as a part of other general taxes of the City: Collection Collection Year Tax Year Tax see attached levy computation -12- C[,\( UTATION OF TAX LEVY* ON : $40 O . 0 O O 0 . 0 . WATER REVEMUE BONDS CITY OF EDEN PRAIRIE LEVY COLLECT AMOUNT AMOUNT + 5% TAX 1983 198/1- $ 54187 $ 56897 $ 56900 1984 1985 $ 58162 $ 61071 $ 611OU 1985 1986 $ 55975 $ 58774 $ 58900 l98'6 1987 $ 53787 $ 561+77 $ 56500 1987 1 83 $ 7660 O $ 8O43U $ 8050 U 198g 1989 $ 72225 1; 75836 $ 75900 1989 1990 $ 67850 $ 71242 $ 71300 1990 1991 $ 63475 1; 66649 $ 66700 1991 1992 $ 59100 $ 62055 $ 62100 1992 1(.;,93 $ 54600 $ 57330 $ 57400 $ 615962 $ 647200 NOTE : BOND PROCEEDS ( CAPITALIZED INTEREST ) OF $ 15000 . 00 WILL BE USED TO PAY $ 15O00 . 00 OF INTR PAYMTS DUE 9-1,-1984 . CO-PUTER PRUGRAM COPYRIGHT . EHLERS AND ASSOCIATES , INC . . 1981 ^ ' / , ` . ' ` . ^ ' Said tax shall be irrepealable as long as any of the Bonds are outstanding and unpaid ; provided that in accordance with the provisions of Section 475 . 61 , Minnesota Statutes , the Finance Director/Clerk shall annually , on or before October 1 of each year as long as any of the Bonds are outstanding, report to the Council the amount on hand in the Bond Fund , and the Council may thereafter reduce the tax hereinabove levied for that year by an amount equal to the amount then on hand in the Bond Fund , and shall direct:, the Finance Director/Clerk to certify such reduction to the Hennepin County Director of Finance and Records , so that only the balance of the tax levied for that year will be collected . Section 5 . Defeasance . When all of the Bonds have been discharged as provided in this Section 5 , all pledges , covenants and other rights granted by this resolution to the holders of the Bonds shall. cease . The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full ; or , if any Bond should not be paid when due , it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit . The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms , by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full , provided that notice of the redemption thereof has been duly given as provided in Section 3 . 05 . The Citv may also at any time discharge its obligations with respect to any Bonds , subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bark qualified by law as an escrow agent for this purpose, cash or securities which are general obligations of the United States or securities of United States agencies which are authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing on such dates as shall be required , without reinvestment , to pay all principal and interest to become due thereon to maturity or , if notice of redemption as herein required has been duly provided for , to such earlier redemption date . Section 6 . County Auditor Registration, Certification of Proceedings , Investment of Moneys and Arbitrage . 6 . 01 . County Auditor Registration . The Finance Director-Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County, together with such other information as the County Auditor shall require , and to obtain from said County Auditor a certificate that the Bonds have been entered on his bond register and the taxes described in Section 4 . 05 hereof have been levied as required by law . -13- 6 . 02 . Certification of Proceeding s . The officers of the City and the County Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the purchaser of the Bonds and to Dorsey & Whitney, Bond Counsel , certified copies of all proceedings and records cf the City, and such other affidavits , certificates and information as may be required to show the facts relating 'to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies , certificates and affidavits , including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein . 6 . 03 . Covenant . The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers , employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1954 , as amended ( the Code) , and the Treasury Regulations promulgated thereunder ( the Regulations ) , and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become subject to taxation under the Code and the Regulations . } 6 . 04 . Investment of Mons on Deposit in Bond Fund . From and after March 1 , 1990 , the Finance Director-Clerk shall ascertain monthly the amount on deposit in the Bond Fund . If the amount on deposit therein ever exceeds by more than $60 , 000 the aggregate amount of principal and interest due and payable from the Bond Fund within the next succeeding 12 months , such excess shall be used to prepay and redeem Bonds or be invested at a yield .less than or equal to the yield on the Bonds , based upon their amounts, maturities and interest rates on their date of issue , computed by the actuarial method. If any additional improvement bonds are ever issued and made payable from the Bond Fund pursuant to Section 4 . 03 hereof , the dollar amount in the preceding sentence shall be changed to equal 15 percent of the aggregate original principal amount of all bonds , including the Bonds , which are then outstanding and payable therefrom. The City reserves the right to amend the provisions of this Section 6 . 04 at any time, whether prior to or after the delivery of the Bonds , if and to the extent that this Council determines that the provisions of this Section 6 . 04 are not necessary in order to ensure that the Bonds are not "arbitrage bonds" within the meaning of Section 103( c) of the Code and Regulations . 6 . 05 . Arbitrage Certification . The Mayor and Finance Director-Clerk, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this q resolution , are authorized and directed to execute and deliver to the purchaser thereof a certificate in accordance with the provisions of Section 103( c ) of the Code, and Sections -14- 1 . 103--13 , 1 . 103-14 and 2 . 103-15 of the Regulations , stating the facts , estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations . /s/ Wolfgang Fenzel Mayor Attest : /s/ John 0. Frane Finance Director-Clerk The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Tangen and upon vote being taken thereon, the following voted in favor thereof : Mayor Wolfgang Fenzel , Council Members; Paul Redpath, George Bentley, George -Fangen and the following voted against the same : Council Member Richard Anderson was absent whereupon said resolution was declared duly passed and adopted, and was signed by the Mayor , whose signature was attested by the Finance Director-Clerk . -15-